Minutes

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ankita

ankita (Querist)
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15 May 2013 Provide first board meeting and annual general meeting minutes for foreign subsidiary.

Ajay Mishra

Ajay Mishra (Expert)
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23 June 2013 The minutes of foreign subsidiary will be same as other company.

Please follow the same procedure for first board minutes and annual general meeting.

Ajay Mishra

Ajay Mishra (Expert)
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23 June 2013
MINUTES OF THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [ADDRESS], THE REGISTERED OFFICE OF THE COMPANY
DIRECTORS PRESENT

[Name of the Directors]

CHAIRMAN OF THE MEETING
[Name of the Chairman] was unanimously elected pro-term Chairman of the Meeting till a permanent Chairman was appointed. He welcomed the Directors at the First Meeting of the Board of Directors. Thereafter he ascertained the quorum, and taken that the meeting was duly convened and properly constituted and agenda of the meeting was taken up.

1.CERTIFICATE OF INCORPORATION

The Certificate of Incorporation having Registration No. [CIN Number] dated [Date of incorporation] and a copy of Memorandum and Articles of Association registered with the Registrar of Companies [concerned state] were placed before the Board. The Board noted the same.

2.CONSTITUTION OF THE BOARD - APPOINTMENT OF FIRST DIRECTORS

The Chairman informed the Board that as per Clause _____ of the Articles of Association of the Company, [Name of First Directors] are being named as first Directors of the Company, constitute the Board of Directors in terms of the provisions of the Companies Act, 1956. The copy of Form No. 32 filed with the Registrar of Companies, [concerned state] was also placed before the Board for perusal. The Board thereafter passed the following resolution:

“RESOLVED THAT pursuant to the Clause 20 of the Articles of Association of the Company and Form No. 32 filed with the Registrar of Companies, [concerned state] [Name of First Directors] constitute the first Directors of the Board of Directors of the Company from the date of incorporation of the Company till the conclusion of the first Annual General Meeting of the Company.”

3.TO TAKE NOTE OF THE DISCLOSURE OF INTEREST UNDER SECTION 299 AND CERTIFICATE UNDER SECTION 274 (1)(g) OF THE COMPANIES ACT, 1956

The Chairman informed the Board that the Company has received the General Notice of disclosure for the Year [Financial year], pursuant to the provisions of Section 299 and certificate under Section - 274(1) (g) of the Companies Act, 1956 from all the directors of the Company. The same was read in the meeting and the Board took note of the same and passed following resolution with unanimous consent:

“RESOLVED THAT notices of interest of directors under section 299 and certificate under Section- 274(1)(g) of the Companies Act, 1956 as submitted by all the directors of the Company for the Financial Year [Financial year] be and are hereby taken on the record.”

4.REGISTERED OFFICE OF THE COMPANY

A copy of Form No. 18 relating to the Registered Office of the Company filed with the Registrar of Companies, [concerned state], was placed before the Board. The Board discussed the matter and passed the following resolution:

“RESOLVED THAT the Registered Office of the company be situated at [Address of Registered Office]

"RESOLVED FURTHER THAT a name plate containing Company’s name and address of the Registered Office be affixed at the registered office and that the Company’s name and address of the Registered Office be mentioned in legible characters in all business letters, bill heads and letter papers and in all its notice and other official publications, etc., pursuant to Section 147 of the Companies Act, 1956.”

5.FIRST AUDITORS OF THE COMPANY

The Chairman informed the Board that pursuant to Section 224(5) of the Companies Act, 1956, the company is required to appoint Statutory Auditors of the Company. He proposed that [Name of the Statutory Auditors], Chartered Accountants, having its office at [Address of the Office] may be appointed as first Auditors of the company. The Company has received a consent letter from [Name of the Statutory Auditors], Chartered Accountants, to act as Statutory Auditors of the Company and a certificate to the effect that their appointment as an Statutory Auditors, if made would be in accordance with the limit specified in Section 224(IB) of the Companies Act, 1956.The Board noted the same and after discussion, passed the following resolution unanimously:

“RESOLVED THAT pursuant to section 224(5) of the Companies Act, 1956 [Name of the Statutory Auditors], Chartered Accountants, having its office at [Address of the Office] be and are hereby appointed as first auditors of the company to hold the office until the conclusion of the first Annual General Meeting.

6. ADOPTION OF COMMON SEAL

The Chairman placed before the Board the proposed Common Seal of the Company for perusal. The Board perused the Common Seal and after discussion passed the following resolution:

“RESOLVED THAT the Seal as produced at this meeting be and is hereby approved and adopted as the Common Seal of the Company and that an impression of same be affixed in the margin of the minutes of this meeting and initialed by the Chairman.

“RESOLVED FURTHER THAT the said Common Seal be kept in the safe custody of Directors of the Company.”

7. FINANCIAL YEAR OF THE COMPANY

The Board discussed the matter of fixing financial year of the Company and passed the following resolution :

“RESOLVED THAT the first “Financial Year” of the Company be the period starting from the date of incorporation of the Company viz [First Financial year] both days inclusive, and the first statement of accounts of the company shall relate to the same period.

“RESOLVED THAT the second and subsequent “Financial Year” of the company be the period from 1st April to 31st March, in each year unless decided otherwise.”

8.SUBSCRIBERS TO THE MEMORANDUM The Board was informed that following subscribers have agreed to subscribe to the equity shares of the company as per following details:

Sr.No. Name of Subscribers Numbers of equity shares subscribed

It was informed that the company is yet to receive share application money from the subscribers.The Board suggested that the subscribers may be approached for the subscription money and capital of the company be made fully paid up.

9. PRELIMINARY EXPENSES

The Chairman placed before the Board, a statement of preliminary expenses incurred in connection with the incorporation of the company and printing of Memorandum and Articles of Association of the Company and other expenses related thereto. It was pointed out that the total preliminary expenses amounting to Rs.___________ have so for been incurred. The Board discussed the matter whereupon, following resolution was passed :

“RESOLVED THAT the preliminary expenses amounting to Rs. ________ [In words] expended in connection with the incorporation/registration of the Company as per the statement placed before the meeting be and is hereby approved.

“RESOLVED FURTHER THAT the amount of preliminary expenses incurred by the Promoters in connection with the incorporation/registration of the Company be paid to them.”

10. DIRECTORS FEE

The Chairman placed before the Board the matter regarding payment of fee to Directors for attending the meeting of the Board of Directors. The Board discussed the matter in detail and decided that no fee, traveling or such other expenses shall be paid to any Directors for attending the meeting of the Board of Directors for the time being. Thereafter the Board passed the following resolution:

“RESOLVED THAT no fee, travelling or such expenses shall be paid to any Director for attending the meeting of the Board of Directors or of a Sub-committee thereof, till such time the Board determines otherwise.”

11. VOTE OF THANKS

There being no other business to transact, the meeting concluded with a vote of thanks to the chair.

Dated : CHAIRMAN

Ajay Mishra

Ajay Mishra (Expert)
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23 June 2013 THE MINUTES OF THE FIRST ANNUAL GENERAL MEETING OF THE MEMBERS OF [NAME OF THE COMPANY] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE]
PRESENT:

Directors:

[Name of the directors present]

Members:

[Name of the directors present]

CHAIRMAN

[Name of the Chairman] was voted to chair by show of hands. Thereafter the Chairman occupied the Chair and conducted the proceedings of the meeting.

QUORUM

The Chairman ascertained the quorum and called the meeting to order.

REGISTER OF DIRECTOR’S SHAREHOLDING
Placing on the table the register of Director’s Shareholding maintained by the Company pursuant to Section 307 of the Companies Act, 1956, The Chairman informed the meeting that the said register would remain open and accessible during the continuance of the meeting to every person having the right to attend the meeting.

NOTICE OF THE MEETING
With the consent of the members present, the notice of the First Annual General Meeting of the Company which has already been lying with the members was taken as read.
DIRECTOR’S REPORT
With the consent of the members present, the Director’s Report as circulated among the members was taken as read.

AUDITORS REPORT

Auditors report as submitted by the Statutory Auditors of the Company for the year ending 31st March, ________ was read before the meeting by [Name of the Chairman], Chairman.

ORDINARY BUSINESS

ITEM NO. 1 - TO RECEIVE, CONSIDER AND ADOPT THE AUDITED BALANCE SHEET FOR THE PERIOD ENDED 31ST MARCH, ______, THE PROFIT & LOSS ACCOUNTS AS ON THAT DATE TOGETHER WITH REPORTS OF DIRECTORS AND AUDITORS THEREON.

The Chairman invited the queries on the Audited Annual Accounts of the Company and the Director’s Report and the report of Auditor’s thereon. There being no queries thereafter [Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.

“RESOLVED THAT the Audited Balance Sheet of the Company as on 31st March, _____ and the Profit & Loss A/c for the year ended as on that date together with the reports of the Board of directors and Auditors’ thereon be and are hereby received, considered and adopted.”

ITEM NO. 2. RE-APPOINTMENT OF AUDITORS

[Name of the member], Member proposed the resolution and [Name of the member], seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.

"RESOLVED THAT pursuant to the provisions of section 224(1) of the Companies Act, 1956, [Name of the Auditors], Chartered Accountants, [Address of the Auditors], the retiring auditors of the company be and are hereby re-appointed as a statutory auditors of the company to hold the office from the conclusion of this meeting until the conclusion of the next annual general meeting at a remuneration as may be mutually agreed upon between the Board of Directors and the Auditors, plus reimbursement of service tax, out of pocket expenses.”

ITEM NO. 3. RE-APPOINTMENT OF DIRECTOR

[Name of the member]proposed the resolution and [Name of the member], Member seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.

“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."

ITEM NO. 4. RE-APPOINTMENT OF DIRECTOR

[Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.

“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any of the Companies Act, 1956 [Name of the director], who was named as director in the Articles of Association of the Company as a First director, and who holds office as such up to the date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."

ITEM NO. 5. RE-APPOINTMENT OF DIRECTOR

[Name of the member], Member proposed the resolution and [Name of the member] seconded the same. The Chairman then put the resolution to Vote by show of hands and same was passed unanimously as an ordinary resolution.

"RESOLVED THAT pursuant to the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, [Name of the director], who was appointed as an Additional Director of the Company under Section 260 of the Companies Act, 1956 and whose term expires at the ensuing Annual General Meeting of the company and for the appointment of whom the Company has received a notice in writing proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation.

6. VOTE OF THANKS

There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.

Date: CHAIRMAN

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